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8-K - FORM 8-K - Allied World Assurance Co Holdings, AG | y92676e8vk.htm |
EX-2.1 - EX-2.1 - Allied World Assurance Co Holdings, AG | y92676exv2w1.htm |
Exhibit 99.1
ALLIED WORLD ANNOUNCES MUTUAL TERMINATION OF MERGER
AGREEMENT WITH TRANSATLANTIC
AGREEMENT WITH TRANSATLANTIC
Special Meeting of Shareholders Cancelled
ZUG, Switzerland September 16, 2011 Allied World Assurance Company Holdings, AG (NYSE: AWH)
announced today that it has mutually agreed with Transatlantic Holdings, Inc. (NYSE: TRH) to
terminate their previously announced merger agreement.
Under the terms of the termination agreement, Allied World will receive a termination fee of $35
million plus $13.3 million of merger-related expenses. Transatlantic will also be obligated to pay
Allied World an additional $66.7 million if within 12 months of the termination Transatlantic
enters into an agreement providing for a competing transaction, or recommends or submits a
competing transaction to its shareholders for adoption, or a transaction in respect of a competing
transaction is consummated. The Special Meeting of Allied World shareholders, which was scheduled
to be held on September 20, 2011, has been cancelled.
Allied World Chairman, President & Chief Executive Officer, Scott Carmilani, stated, Although
disappointed we were unable to complete the proposed merger with Transatlantic, Allied Worlds core
business strategy remains intact. We continue to profitably grow our business by building on our
solid foundation of broad specialty product capabilities, strong distribution relationships and a
team of professionals that are well respected throughout the insurance and reinsurance industry.
As we approach our tenth anniversary, our shareholders remain our top priority and we will continue
to make strategic decisions with their interest in mind and with the same consideration that has
allowed us to grow the companys book value per share by 140% since we went public in 2006.
Finally, I would like to take this opportunity to thank Transatlantic and the employees and
management teams of both of our companies who have worked diligently on integration planning over
the past few months, Mr. Carmilani concluded.
About Allied World Assurance Company
Allied World Assurance Company Holdings, AG, through its subsidiaries, is a global provider of
innovative property, casualty and specialty insurance and reinsurance solutions, offering superior
client service through a global network of offices and branches. All of Allied Worlds rated
insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poors,
and A2 by Moodys, and our Lloyds Syndicate 2232 is rated A+ by Standard & Poors and Fitch.
Please visit www.awac.com for further information on Allied World.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this press release reflect our current views with respect to
future events and financial performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties,
which may cause actual results to differ materially from those set forth in these
statements. For example, our forward-looking statements could be affected by pricing and policy
term trends; increased competition; the impact of acts of terrorism and acts of war; greater
frequency or severity of unpredictable catastrophic events; negative rating agency actions; the
adequacy of our loss reserves; the company or its subsidiaries becoming subject to significant
income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the
availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic
conditions; and judicial, legislative, political and other governmental developments, as well as
managements response to these factors, and other factors identified in our filings with the U.S.
Securities and Exchange Commission. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. We are under no
obligation (and expressly disclaim any such obligation) to update or revise any forward-looking
statement that may be made from time to time, whether as a result of new information, future
developments or otherwise.
Contacts
Media:
Faye Cook
VP, Marketing & Communications
1-441-278-5406
faye.cook@awac.com
Faye Cook
VP, Marketing & Communications
1-441-278-5406
faye.cook@awac.com
Mike Pascale/Allyson Morris
The Abernathy MacGregor Group
1-212-371-5999
mmp@abmac.com/afm@abmac.com
The Abernathy MacGregor Group
1-212-371-5999
mmp@abmac.com/afm@abmac.com
Investors:
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com